Moshannon Land & Lumber Co. v. Sloan

Mr. Justice Paxson delivered the opinion of the court, The ruling of the learned judge of the court below as contained in the first assignment of error was evidently made with some hesitation, and with a view to end the case in the event of the jury finding a verdict for the plaintiff. The verdict however was for the defendant. Under such circumstances it would have been entirely proper for the plaintiffs to have moved for a new trial. This has not been done and we must dispose of the case as we find it. A careful examination of the testimony fails to disclose any authority in the secretary and treasurer of the plain tiff‘to make the alleged agreement releasing the defendant Balderston from liability on the note. Such authority is not found in the charter or by-laws; it was not given by any action of the corporation, and it cannot be implied from its course of business. That the secretary had authority to renew the note may be conceded. This, however, did not imply or involve the right to release a debtor of the corporation from a previous liability. Such power must be expressly given or it must be implied from a course of dealing known to and sanctioned b]r the corporation. Nor does the case come within the line of authorities which hold that where a note or other security is obtained by an agent by representations unauthorized by his principal, the latter cannot retain the benefits and at the same time disavow the act of his agent. The company plaintiffs obtained nothing from Balderston to which they were not entitled. Balderston was admittedly liable on the note of which the notes in suit were a renewal. His position therefore, has not been changed. He gave no consideration for the alleged release, and the secretary had no authority to agree to it. The remaining assignments do not require discussion. Judgment reversed and‘a venire facias de novo awarded.